NOTICE OF THE 103RD ANNUAL GENERAL MEETING OF SHAREHOLDERS

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1 Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. (Stock Exchange Code 7241) May 31, 2017 To Shareholders with Voting Rights: Hiroyoshi Yoshiki President Futaba Industrial Co., Ltd. Azaochaya 1, Hashime-cho, Okazaki-shi, Aichi NOTICE OF THE 103RD ANNUAL GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: We would like to express our appreciation for your continued support and patronage. You are cordially invited to attend the 103rd Annual General Meeting of Shareholders of Futaba Industrial Co., Ltd. (the Company ). The meeting will be held for the purposes as described below. If you are unable to attend the meeting, you can exercise your voting rights in writing or through the Internet. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights in accordance with the guidance below by 4:45 p.m. on Thursday, June 15, 2017, Japan time. 1. Date and Time: Friday, June 16, 2017 at 10:00 a.m. Japan time 2. Place: Concert Hall, 4F, Okazaki City Civic Center, 15, Azakitono, Hane-cho, Okazaki-shi, Aichi, Japan 3. Meeting Agenda: Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company s 103rd Fiscal Year (April 1, March 31, 2017) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements 2. Non-consolidated Financial Statements for the Company s 103rd Fiscal Year (April 1, March 31, 2017) Proposals to be resolved: Proposal 1: Election of 8 Directors Proposal 2: Election of 1 Audit & Supervisory Board Member Proposal 3: Payment of Bonuses to Directors 4. Information for Exercising Voting Rights (1) Exercising Voting Rights in Writing Please indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form, and return by mail so that it will arrive by 4:45 p.m. on Thursday, June 15, 2017, Japan time. (2) Exercising Voting Rights through the Internet. If exercising voting rights via the Internet, please review the Guidance on Exercise of Voting Rights via the Internet (available in Japanese only) and exercise your voting rights by 4:45 p.m. on Thursday, June 15, 2017, Japan time

2 (3) If voting rights are exercised multiple times, the final exercise to arrive at the Company shall be deemed the valid exercise of voting rights. Additionally, if the exercise of voting rights via the Internet and in writing via the Voting Rights Exercise Form arrive on the same date, the voting rights exercised via the Internet shall be deemed the valid exercise of voting rights. When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. Should the Reference Documents for the General Meeting of Shareholders, the Business Report, Consolidated Financial Statements, or Non-consolidated Financial Statements require revisions, the revised versions will be posted on the Company s website (

3 Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Election of 8 Directors No. 1 The terms of office of all 8 Directors will expire at the conclusion of this General Meeting. Accordingly, the Company proposes the election of 8 Directors. The candidates for Directors are as follows: Hiroyoshi Yoshiki (January 4, 1957) April 1980 January 2001 January 2007 June 2009 June 2010 April 2011 January 2012 April 2015 June 2015 June 2016 Past experience, positions, responsibilities Joined Toyota Motor Co., Ltd. Vice President, Toyota Motor Manufacturing, Kentucky, Inc. General Manager, Plant Administration Div., Kinuura Plant, Toyota Motor Corporation Managing Officer Plant General Manager, Kinuura Plant Deputy Chief Officer, Technical Administration Group Chief Officer, Technical Administration Group Corporate Adviser, the Company Representative Director and Senior Executive Vice President Representative Director and President (to the present) 23,700 2 Mikio Iwatsuki (September 10, 1957) Audit Office April 1981 Joined the Company November 2002 General Manager, Engineering Div., Mutsumi Plant July 2006 Counselor, Information & Environmental Equipment Div., Mutsumi Plant July 2008 Officer, Information & Environmental Equipment Div., Mutsumi Plant June 2010 Director June 2013 Director Managing Executive Officer June 2015 Director Senior Managing Executive Officer (to the present) In charge of Manufacturing & Production Engineering, Chief of Production Center, Okazaki Plant, Mutsumi Plant, Tahara Plant, Health & Safety Control Office, Production & Logistics Control Div., Production Support Div. 17,

4 No. 3 Takayuki Yoshida (May 21, 1958) Past experience, positions, responsibilities April 1981 Joined the Company November 2008 Chief, Product Planning Office July 2010 Officer, Product Planning Office July 2011 Deputy Chief, Engineering Center, and Officer, Product Planning Office June 2012 Director June 2013 Director Managing Executive Officer June 2016 Director Senior Managing Executive Officer (to the present) 10,600 4 Tomohiro Takahashi (June 1, 1960) In charge of Product Planning Management, in charge of Engineering & Quality Assurance, in charge of Exhaust & Function System Planning Management, Chief of Engineering Center, Engineering Integrated Div., Engine Equipment Development Div., Exhaust System Development Div., Performance Assurance Div., Function System Development Div. April 1984 Joined Toyota Motor Corporation January 2007 General Manager, Purchasing Dept. No. 3, Purchasing Div. No. 2, Global Purchasing Center January 2008 General Manager, Body Parts Dept. No. 2, Body Parts Purchasing Div., Purchasing Group January 2010 General Manager, Purchasing Control Dept. April 2011 Officer, Planning Center, the Company July 2011 Officer, Deputy Chief, Planning Center June 2012 Director June 2013 Director Managing Executive Officer (to the present) 13,600 5 Fumio Ohashi (August 23, 1960) In charge of Planning & Sales & Purchasing, Chief of Planning Center, Chief of Purchasing Center, Management Planning Office, Business Planning Div., Operation Kaizen Promotion Office, Purchasing Planning Div., Parts Purchasing Div., Material & Tooling & Equipment Purchasing Div. April 1984 Joined Toyota Motor Corporation January 2004 General Manager, Financial Planning Dept., Finance Div. January 2005 General Manager, Funds & Foreign Exchange Management Dept., Finance Div. January 2006 General Manager, Funds Management Dept., Accounting Div. January 2007 General Manager, Accounting Dept., Technical Administration Div. January 2009 Corporate Secretary and Treasurer, Toyota Motor Manufacturing Canada Inc. January 2014 General Manager, Global Audit Dept., Toyota Motor Corporation June 2015 Corporate Adviser, the Company June 2015 Director Managing Executive Officer (to the present) 11,200 In charge of General Affairs & Human Resources & Accounting, Chief of Accounting & Finance Center, General Accounting Div., Finance Div., Cost Planning Div

5 No. 6 Keita Asakawa (February 18, 1960) Past experience, positions, responsibilities November 1985 Joined the Company November 2008 General Manager, Overseas Business Management Office July 2009 Officer, Overseas Business Planning Div. January 2011 President, FUTABA CZECH, S.R.O. July 2012 Senior Officer, the Company June 2014 Managing Executive Officer June 2015 Director Managing Executive Officer (to the present) 6,400 7 Kiyoshi Kinoshita (July 5, 1944) Chief of Sales Center, Sales Planning Office, Sales Management Div. 1, Sales Management Div. 2 April 1967 Joined Toyota Motor Co., Ltd. June 1996 General Manager, Production Control Div., Toyota Motor Corporation June 1997 Audit & Supervisory Board Member June 2000 Representative Director and Executive Vice President, TOKAI RIKA CO., LTD. June 2004 President and Representative Director June 2010 Chairman of the Board and Representative Director June 2011 Chairman of the Board, Representative Director and Corporate Officer June 2013 Corporate Senior Adviser June 2014 Director, the Company (to the present) April 1973 Joined Price Waterhouse Japan November 1980 Joined Itoh Audit Corporation July 1997 Representative Partner January 2001 Representative Partner, Chuo Aoyama Audit Corporation September 2006 Representative Partner, PricewaterhouseCoopers Aarata 8 Masaki Horie July 2010 Established Masaki Horie C.P.A. Office (to the present) (November 25, 1949) June 2011 Outside Audit & Supervisory Board Member, TOKAI 0 RIKA CO., LTD. June 2015 Audit & Supervisory Board Member, the Company June 2016 Outside Audit & Supervisory Board Member, IBIDEN CO., LTD. (to the present) June 2016 Director, the Company (to the present) (Notes) 1. There are no special interests between each candidate and the Company. 2. Mr. Kiyoshi Kinoshita and Mr. Masaki Horie are both candidates for Outside Directors. 3. Reasons for appointment as candidates for Outside Directors Candidate for Outside Director Kiyoshi Kinoshita has a wealth of experience and wide insights, etc., as a manager of TOKAI RIKA CO., LTD., and to reflect these in the Company s management, his election as Outside Director is proposed. Candidate for Outside Director Masaki Horie has specialized intellect and knowledge, etc., as a certified public accountant, and to reflect these in the Company s management, his election as Outside Director is proposed. 4. Cases where candidates for Outside Director were appointed Director, Executive, or Audit & Supervisory Board Member of another company within the past five years and facts regarding violation of laws and regulations or the Articles of Incorporation during the term of office at said company and facts regarding other false business execution. During the term of office of Mr. Kiyoshi Kinoshita as Chairman and Representative Director of TOKAI RIKA CO., LTD., an investigation was made by the United States Department of Justice for allegations of violation of the United States Antitrust Act regarding the sale of certain automobile components, and in October 2012, a plea bargain agreement was concluded with said Department. 5. The Company has concluded with Mr. Kiyoshi Kinoshita and Mr. Masaki Horie a limited liability agreement pursuant to Article 423, Paragraph 1 of the Companies Act to limit the liability under the total amount stipulated in Article 425, Paragraph 1 of the Companies Act, and if their reappointment is approved, the Company plans to continue this agreement. 6. The number of years since assuming office as Outside Director for candidates for Outside Directors of will be three years for Mr. Kiyoshi Kinoshita and one year for Mr. Masaki Horie as of the conclusion of this General Meeting of Shareholders. 7. The Company has designated candidates for Outside Director Kiyoshi Kinoshita and Masaki Horie as Independent Directors/Auditors based on the definitions of the Tokyo Stock Exchange, Inc. and the Nagoya Stock Exchange, Inc., and has made submissions to both Exchanges. 7,

6 Proposal 2: Election of 1 Audit & Supervisory Board Member Audit & Supervisory Board Member Umenobu Sugiki will retire via resignation at the conclusion of this General Meeting. Accordingly, the Company proposes the election of 1 Audit & Supervisory Board Member. The Audit & Supervisory Board has previously given its approval to this proposal. The candidate for Audit & Supervisory Board Member is as follows: * Akira Nakashima (December 8, 1958) April 1982 January 2008 January 2012 January 2015 Past experience, positions Joined Toyota Motor Co., Ltd. Project General Manager, Administration Management Dept., Production Engineering Planning Div., Toyota Motor Corporation Vice President, GAC Toyota Motor Co., Ltd. Corporate Advisor, TOYOTA PRODUCTION ENGINEERING CORPORATION Director Corporate Adviser, the Company (to the present) June 2015 June 2017 (Notes) 1. There are no special interests between the candidate and the Company. 2. * indicates a new candidate. 0 Proposal 3: Payment of Bonuses to Directors As a reward for performance in the fiscal year under review, the Company requests approval for payment of 25,300,000 as bonuses to Directors (of which, 300,000 to Outside Directors) for the 8 Directors (including 2 Outside Directors) in office as of the end of the fiscal year under review. Additionally, the Company requests that the determination of specific amounts to be distributed to each Director be entrusted to the Board of Directors